Ben Parker, Part Two
by blowstoyourmind
Summary: It has been three years since we have seen our hero. Ben has been attending ESU and little has happened. But what happens when the Black Cat shows her face around NYC? R
1. The Night The Lights Went Out In NYC

**A/N:**Welcome true believers to part two of the Ben Parker Saga. Man it's fun to put "Welcome true believers" at the start of an A/N. Makes you feel like Stan "The Man" Lee. So we're gonna go with this second part. Little has happened over the last few years. No supervillan attacks whatsoever. So on with the story!

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_**Three Years Later**_

A 19 year old boy sat in an ESU dorm room as he watched mtvU. Letters sat on a table nearby and the door opened. It was his roommate, Franklin Richards. "Hey Ben." he said.

"Hey Franklin." the boy replied. "Taking enough classes this year?" He raised an eyebrow.

"Aren't you supposed to be across town getting ready to go to some crazy Thanksgiving thing that your family does every year?" Franklin asked.

"And aren't you supposed to be on some crazy adventure in the N-Zone with your family?" Ben asked.

"Oh shit." Franklin said. He ran out of the room. Ben laughed and jumped out of the window onto the ground. Not that much of a fall from two stories up. He ran to the center of the campus and ran into Dr. Connors.

"Sorry Dr. Connors!" Ben yelled. He continued to run. He ran for another few minutes and then ducked into an alley and pulled the Spider-Man suit on. It wasn't just the fact he liked spending time with his family it was the fact that Gwen was transferring from the University of Texas to ESU. He had missed her. And just seeing her over the breaks weren't enough time together. Except for when he met her down in Houston over Spring Break. That was somewhat fun. He shot another web and came closer to the apartment building he was raised in. He dropped down behind the building and took the suit off. He walked up the stairs and knocked on the door. A three year old girl opened the door.

"Ben!" the girl exclaimed.

"Mayday." Ben replied. He knelt down to her level. "Is Gwen here yet?" She shook her head. He smiled at her. "Thanks anyways."

''Ben?" a voice said from behind him. He turned around and smiled at the person.

"Good to see you again Gwen." Ben said. She smiled back at him and pulled him into a kiss. She broke the kiss and the two stepped into the apartment. The floors were full of Maydays toys scattered everywhere. She laughed when she saw Peter wearing an apron. "Nice apron Dad."

"Ha ha ha." Peter said. "Very funny." The two friends walked into Ben's old room and closed the door behind them.

"So what do you want to do?" Gwen asked in a sexy tone.

"Anything you want." replied Ben. They stared into each others eyes as they sat on the bed. Their heads inched closer together and they started to kiss. Ben pulled her down onto the bed and she wrapped her legs around his waist. His hands moved up her shirt and he unhooked her bra. He felt her boobs fall down against his chest.

"Ben! Gwen! Mayday!" MJ yelled. "It's time to sit at the table!"

"Damn it." Gwen said. "And we were having so much fun."

"It could only happen to us." Ben added. Ben got up and helped her up. Ben reached for her bra.

"Don't even bother with it." Gwen muttered. "Like your mom will care."

"Well she does walk around the house without one on all the time." Ben added. He opened his door and Gwen smoothed her hair down and fixed the black headband in her hair. They walked through the living room and sat down in a chair at the table. Ben took a seat next to Gwen seeing as he barely ever got to see her. Peter pulled the turkey out of the oven and set it on top of the table.

"Looks delicious Mr. Parker." Gwen said.

"Well at least someone appreciates my cooking." Peter said. MJ laughed over by the stove top and took a pot off the top and scooped the stuffing into a bowl. She put the bowl onto the table and sat down. Peter started to carve the turkey and gave everyone a piece. Several minutes later the silence grew unbearable.

"So Gwen how's the University of Texas?" MJ asked.

"Well it's ok." Gwen said. "Just not the same as up here in New York. The winters are too warm for me and I barely know anyone there. Not to mention a professor tried to rape me." MJ and Peter gasped.

"Sounds like back when you first moved here and the Goblin tried to make a move." Ben added.

"True." Gwen added. She took a bite of her turkey.

_**Later That Night**_

"Just make sure Mayday stays in her room tonight." MJ said.

"Yeah ok Mom." Ben said. "You two go have fun." MJ and Peter left the apartment and Gwen kissed him tenderly. Ben looked down at Mayday. "Time for sleep Mayday."

"Well I don't want to." she whined.

"You heard mommy say that she wanted you asleep." Ben said.

"But I don't want to!" she whined again.

"How about we make a deal." Ben said. "Uh, how about you get to stay up for another half hour and then you go to bed?"

"Fine." Mayday said. Half an hour later Mayday sighed and headed off for her room and left Gwen and Ben alone. Gwen sighed and looked into Ben's eyes.

"What?" Ben asked.

"It's just like this is too good to be true and this will just turn out to be a dream." Gwen sighed. Ben pinched her arm. "Ouch!" She hit him on his back.

"Well now we know this isn't a dream." Ben muttered. He looked deep into her eyes as he sat down on the couch. She sighed and sat down on his lap.

"We barely ever get to see each other Ben." she said. "This transfer is gonna help us." Her lips moved closer to his as she started to kiss him. There was a scream and Ben had to break the kiss.

"I have to take care of it." Ben said.

"Just don't take to long." she replied. She sighed as she slid off his lap and back onto the couch. Ben darted into his room and pulled the suit on. He jumped out the window and shot a web to where the scream was coming from. Gwen remained sitting on the couch. "Why does this always happen? Why is it whenever we're enjoying ourselves something has to go wrong and Ben has to leave?"

She got up but collapsed to the floor. A migraine pounded in her head. She hadn't felt any since she was 16. Her eyes closed. She had been knocked out somehow. She awoke where she once stood when she was 16. Cell 911b. How she hated it. "You are awake." a man said.

"You!" Gwen yelled. "Get me out of here you bastard!"

"I'm afraid I'm not going to let you out just like that." the man said. "You'll have to do something for me."

"What then?" she asked. "What the hell does the Kingpin want me to do for him? Pick up his dry cleaning? Drive his goddamn limo?"

''You are to break into a museum and steal me the Mona Lisa." he replied.

"Idiot." she scoffed. "That's in Paris or England."

''It's on display here." he replied. "So do you want freedom or do you want to stay here?" Gwen thought this over for a moment. She could "try" and fail to get it or she could just rot in the cell.

"Fine." Gwen said. "I'll do it." He laughed and threw her a "costume". He walked away and she looked at the suit. It was the old suit of the Black Cat. She shook her head and put the body suit on. She pulled the gloves on. She looked at the tips of the gloves. "_Hmm. Claws?_" she thought. She put the mask on and the cell door was opened. She walked out of the cell.

Half an hour later Ben sat atop the Chrysler Building. He sighed and he looked out at the city. He was pretty damn high up. He got up and jumped off the building. As he fell towards the ground he heard an alarm going off. He shot a web and quickly got over to where it went off. He found a hole that had been cut. He dropped down through it. His eyes scanned the room as he walked through the museum and moved his head. He saw a figure dart in front of him. He ran after it. He turned the corner and something tripped him.

"What's the matter Spider?" a voice called. "Can't keep up with little old Black Cat?" He got back up but seconds later something pinned him to the ground. It was her. The Black Cat. He lay on his back on the cold hard floor. She slunk down and lay on top of him. She ran one of her fingers over his chest. "You know I just love men that wear masks." She got up. "So long Spider. I'll cross your path again. I'm sure of it." Gwen's eyes opened. Was it just a dream? Or was it real? She didn't know. All she knew is that she had hit her head hard. She got back up and heard Mayday crying in her room. Gwen went running in.

"What's the matter Mayday?" she asked.

"Where's Ben?" she asked.

"He's just taking care of some things." Gwen replied. There was a silent thud in the living room. "You know I think that's him. Let me go get him." Gwen left the small bedroom and seconds later came in with Ben. "See. It's Ben." The lights flickered and then they shut off completely. Ben looked out the window. Lights everywhere were going off. But why? Why were they going off?

Ben and Gwen left her room half an hour later after Mayday had finally fell asleep. Ben shook his head. He reached into a cupboard and pulled out a candle. He lit it and set it on the table. "So what happened?" Gwen asked.

"Break in at the 7-11 down the road." Ben said. "And a break in at that museum over in Soho. Cat burglar. Went by the name of Black Cat." Gwen's eyes got wider. Was that her? "Ended up chasing her all across the city. Gave up when she got to the George Washington Bridge though. She didn't steal anything though."

"Well that's good." Gwen said nervously.

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A/N:**Who is this Black Cat? Who knows. Only I know who she is. I'm hoping to have the second chapter up later today. 


	2. Green And Yellow Spandex

**A/N:** And now on with the next chapter.

_**One Month Later**_

It was December 23, and Ben sat in another pointless history class itching to get out. Finally the class was dismissed. He ran out of the room and out to the campus. He jumped over a shrubbery and ran to his dorm. He tossed his stuff onto his bed and pulled the Spider-Man suit on. Last night had been another dead end. The Black Cat had gotten away. It was 5 PM and the sun had set. He crawled out the window and jumped onto the top of the dorm building and shot a web and started to sling his way around the city. Her image was sketched into his head. The platinum blond hair. Those blue eyes, or were they green? He couldn't remember. He shot a web and stood on top a gargoyle on a church. He sighed and sat down on it looking down at the snow covered roads. It started to snow and spandex wasn't the warmest of all materials. "What's the matter Spider? Missing me?" a voice asked. He spun around. There she stood. She was leaning up against the spire. She jumped and out shot a grappling hook.

"Finally." Ben said. He jumped after her. She ran atop a rooftop as he followed. Half an hour later she stopped outside Oscorp. "Why the hell did you bring me here?"

"Why should I tell you?" she asked. She narrowed her eyes and jumped over the chain metal fence. Ben shook his head and followed after her. A bright light shone in his eyes. "Get down." Her hand gripped his ankle and pulled him down. He lay in a makeshift bunker next to the Black Cat. The lights flickered nearby and a man walked out. There was a bright flash and he had disappeared.

"What the hell?" he said.

"Electro." she replied. "Except Oscorp, now run by Wilson Fisk, has given him extra powers. Don't know how though." She started to get up but Ben pulled her back down.

"Who the hell are you?" he asked.

"I'm a friend." she smirked. She got back up and started walking off in the dark. He watched the platinum blond hair float in the wind. She jumped over the fence again and left him alone. He shook his head and sighed.

"Better get to the campus Christmas party." Ben muttered. Half an hour later he stood in his dorm and slid the suit in between the mattress and box spring of his bed. He walked out of the dorm and walked casually to a nearby frat house. He thought he saw that platinum blond hair again but was probably just seeing a figment of his imagination. He walked up the stairs of the snow covered house with sheets of ice on the porch. Long ice sickles hung from the roof.

As he opened the door one came crashing down behind him. He shook his head and walked through the door and closed it. Inside it looked as if half the university was there. He noticed the platinum blond hair. "_What the hell?_" he thought. He followed her through the large crowd into the so called "kitchen". He put his hand on her shoulder and she spun around, and looked at him. "Uh hey." he said.

"Hey." she replied. Her eyes ran over his body as she looked at him. She walked off through the crowd and Ben banged his head on the counter.

"Blew it." he muttered.

_**The Next Day**_

Ben sat in a chair in his parents apartment and Mayday running around like crazy talking about Santa. "If only she knew." he muttered. Peter walked through the door and brushed the snow off his jacket. Mayday jumped onto his leg.

"Daddy!" she exclaimed. "You're home!"

"How I made it through that blizzard I do not know." he muttered. "They say there's people stuck in the subway." Ben heard this and his head tilted slightly. He ran into his room and jumped out the window. He fell several feet and shot a web. The vast amounts of snow blew into his mask covered face. It blinded him for seconds. Something hit him.

"Damn pigeons." he muttered. He landed and heard screaming. The entrance was blocked off by a giant pile of snow that went from the bottom to the top of the stairs. He looked up and a blurred tunnel lay some 25 feet in the air. He shot a web and went sailing through the air and climbed up the web to the top. He ran into the pitch black tunnel. A large volt of electricity went roaring right past him.

"Holy shit!" he yelled. He quickly jumped to the ceiling and felt another strong electrical current go surging through his body. He fell to the ground numb. He twitched as another shock went sailing through his body. He struggled to get back up but he was paralyzed. _Damn bastard._ He thought. He lurched back up. He was gone.

He started to run through the dark tunnel. There was nothing. Nobody. There was no one trapped. It was all a trap. He shook his head and stripped the costume off. Five minutes later the subway stopped where he stood. The doors opened and several people stepped off. He entered the subway car and held onto one of the freestanding polls.

"Hey there tiger." a voice said. Ben looked near the back and smiled.

"Hey Gwen." he smiled.

"I was just on my way over you know." she said. She walked over to him and grabbed onto the same poll. "So what brings you here?"

"Nothing to be discussed in public Gwen." he muttered. She rolled her eyes and shook her head.

"Fine." she replied. The doors of the subway opened and the two stepped out of it. They slowly walked up the steps. The blizzard hit Ben hard again. Gwen laughed and caught a few snow flakes on her tongue. They walked down the street towards the apartment. Up the freezing stairs they walked and opened the unlocked door. MJ looked up from over by the kitchen and smiled.

"Good. You're here Gwen." she said warmly. "Come sit down and warm up." Gwen smiled and took the winter coat and fleece hat off of her head. She sat down on the couch next to Mayday. Ben walked into his room and put the suit in between the mattress and the box spring of the bed. He walked back and sat down next to Gwen. The room was silent. Something bad was going to happen. Electricity buzzed in the air. Something was wrong.

Ben and Peter's spider sense went crazy. "Somethings not right." they said at the same time.

"I'll just turn on the radio." MJ said. She turned a knob on a nearby radio and music filled the room. There was a knock on the door. The buzz of electricity grew louder. A bolt of electricity hit the couch. Gwen and Mayday dropped onto the floor. Ben ran to the window and looked out. The platinum blond hair yet again showed. This time, she was chasing the wacko in the green and yellow spandex jumpsuit with the weird looking headdress.

Ben looked at the couch and then at the window again. He shook his head and made his decision. He ran into the bedroom again and put on his suit. He donned the mask over his face. He stood on the window sill and jumped out. He started to feel the snow sticking to the eyelids of the mask. He shot a web and slung over a semi. The yellow and green spandex clad Electro was easily spotted even in the snow storm. He shot a web at him. Bad move. The electricity that was built up inside him traveled through the web and sent Ben flying back. He flew towards the ground and hit his head hard.

"Ok, so that was a bad idea." he said. He rubbed his head and slowly got back up onto his feet. He collapsed back to the ground. He got back up one more time. He couldn't see the two anymore. A truck came speeding towards him. He shot a web up at a light poll and hung there for a few minutes. He started swinging back to the apartment. He stood in the room with his head hung low. He had failed himself. He said that nothing would ever stop him from stopping the villain. He was gravely mistaken.

**A/N:** Well ok. I have today and tomorrow off of school, and I'm hoping to get the next chapter up this afternoon or later tonight. Just hope for the best and have fun reviewing. And I am sorry for this long period of no new chapters. I was swamped with homework.


	3. The End Is The Begining

**A/N**: Ok, so I'm back on trail for this story. Just to make a quick note, this saga is not my first next generation Marvel superheroes fanfic. I have started writing another one before this. For those who guess the right story will get a cyber taco. A delicious spicy cyber taco, or maybe a cyber pie. I don't know. It's a contest for cyber food, so go nuts.

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Ben's eyes opened slowly. He lay next to Gwen. She was slowly breathing. He smiled slightly and kissed her on the forehead. He got out of the bed and looked out at the street. At least two feet of snow covered the ground. He shook his head and heard Maydays voice calling for someone. He pulled on a pair of jeans and a Led Zeppelin t-shirt. He walked out of the bedroom not remembering what had happened after hanging upside down on the light poll. He entered her room and looked at her. "Yeah?" he asked.

"It's Christmas!" she exclaimed. It hit Ben. He had forgotten it was Christmas.

"Well come on." he said. "Let's get everyone up." Mayday nodded her head and ran off towards MJ laying on top of Peter on the couch. Ben walked back into his room and lay back down next to Gwen. She stirred lightly in her sleep and smiled in her sleep. He ran his fingers gently through her long dirty blond hair. Her eyes opened slowly. She groaned at the light that filtered through the window. "Hey there." He smiled at Gwen.

"Hey." she replied in a sleepy tone of voice. She yawned and sat up in the bed. "So what happened last night?"

"No idea." he said. "Can't remember anything after that blow to the head."

"What blow to the head?" she yawned.

"The blow I took when i hit the road yesterday going after Electro." he replied. "How did you get in here?" He looked into her dark emerald green eyes. "I thought I locked it."

"It was open when I came in." she said. "I found the suit on the floor."

"Where is it now?" he asked. His eyes darted around the room looking for the red and blue suit.

"Under the bed." she replied. She pointed to the floor. She got up and looked out the window. "Damn. That's a lot of snow." She was wearing a lavender nightgown and the black headband.

"You're telling me." he replied. "Come on. Maydays got Peter and MJ trapped in the living room near the tree. Gwen laughed.

"Your dad is the original Spider-Man and he can't even escape a three year olds power?" she laughed.

"Well he hasn't been using those powers for quite some time." he said. She nodded slightly. She slipped on a pair of slippers and the two walked slowly into the living room where the other three were seated. Gwen sat down on the empty couch and crossed one leg on top of the other. Ben sat down next to her and she ran her hand up and down his upper leg. She smiled at him and he smiled back.

_**Hours Later**_

Mayday ran in the snow through Central Park while Peter and MJ sat on a nearby bench watching her. Ben and Gwen walked slowly through the park and talked. "You know you can't win every battle Ben." she said.

"Yeah I know," he replied. "But Electro got away. Electro. He's not that great of a villain."

"Well he's got some hell of a power." she muttered. She shook her head and looked at him. "Why is this such a big deal Ben? Why?"

"I told myself that I'd never let a villain stay on the streets." he replied. "Well he's still out there and killing innocent people."

"I took you months to get rid of the Goblin." she replied.

"Well he's a different story." he replied. "He's a psychotic madman."

"You mean was a psychotic madman." she corrected him.

"Right." he replied. "Was." He shook his head. "I still can't believe I killed him."

"Well he did take some hell of a fall." she replied. "They said he died of a broken neck." She sighed and looked into Ben's eyes. "Wanna go back to your dorm and just have fun?"

"Sure." he replied. They started walking back to the ESU campus. An hour later Ben unlocked the door of his dorm and opened it. The two stepped in and took off their jackets and shoes. Gwen lay down on the bed and patted the spot right next to her signaling she wanted him to lay down right there. He smirked and lay down next to her. They lay there looking into each others eyes for a few minutes then the two started to kiss. For minutes the two's lips were locked as they breathed through their noses. The kiss turned into a pile of clothes on the floor.

_**One Year Later**_

Many things had changed over the past year. Electro was hiding underground and hadn't shown his face since last Christmas Eve. Yet again it was Christmas Eve and Led Zeppelin played in the dorm of Ben Parker. Gwen Stacy II pulled her shirt back on over her bra. She kissed Ben on the cheek. He smiled at her as he zipped the fly to his jeans. He handed her jacket to her and she zipped it up. Ben put his coat on and zipped it up. They walked down the stairs of the dorm building and they walked out into the afternoon. It was slightly snowing outside. She smiled at him again. Fifteen minutes later they walked up the stairs to the apartment of the Parkers. Ben knocked on the door and MJ opened it. She smiled slightly.

"What took you two so long?" she asked.

"Just the snow." Ben replied. Gwen giggled.

"Sure it was." Peter called from inside the apartment. The two stepped into the apartment and Mayday wrapped her arms around Ben's leg.

"Yes it's good to see you too Mayday." Ben laughed. She let go and walked back to the Christmas tree trying to look up it.

"Well it looks like you two are having a good time." MJ said.

"Well sorta." Ben said. He looked back into Gwen's dark emerald green eyes and sighed. He put a hand in his pocket and felt a small thing. He pulled his hand back out the thing still in his pocket. He sat down on the couch and Gwen sat on his lap. She kissed him slightly and he smiled.

At midnight the two lay in bed looking at each other. Gwen got up to get a drink of water. Her dirty blond hair brushed up against Ben's face. Ben got up and pulled the thing out of his pocket. He sighed and thought it over again. He had to. Gwen walked back into the room and lay back down next to Ben. He ran his fingers through her hair. In her ear Ben whispered, "Gwen Stacy, will you marry me?" There was no response. She was asleep. He shook his head.

Ben's eyes blinked open. He heard Maydays voice again. Gwen still slept her chest moving up and down with every breath taken in and exhale. The sun shone in his eyes again. He walked down to Maydays room and she went running into Peter and MJ's room. Ben had to open the door since she could not reach the doorknob yet. Ben walked back to his old bedroom and lay back down next to Gwen. He smiled and kissed her on the cheek. Her eye opened slightly. "Just like last year." she yawned.

"Just like it." he replied. He half grimaced and half smiled. She got up and looked out the window.

"Just more snow." she laughed half heartedly.

"Just about a foot more." he replied.

"Ok?" she asked She got up barefooted and kissed Ben. The two walked into the living room. Ben sat down on the couch, and Gwen sat on his right leg. She put her head up against his chest. A few hours later they were still sitting on the couch watching an age old Christmas classic, The Nightmare Before Christmas. "I love this movie."

"Who doesn't?" he replied. "Jack kicks ass."

"He kicks Halloween ass." she added. Ben smiled at her.

"Completely." he added. "If only he was the real man in red and white."

"You mean Claus?" she asked.

"No Gwen. Bill Murray." he said sarcastically. "Of course Claus." He kissed her on the lips.

"I love you Ben." she said. He looked into her dark emerald green eyes.

"I love you too." he whispered into her ear. "Gwen Stacy, will you marry me?" Gwen's face was filled with awe and shock.

"I-I-I-" she stammered.

_**One Month Later**_

Peter, MJ, Gwen, and Ben all sat at a table in the apartment looking through different things. Gwen and MJ looked through a magazine titled _Modern Day Bride_ while Peter tried to convince Ben to start looking for a suit to wear and a getting a DJ to play at the wedding reception. Ben shook his head. "We have plenty of time to get a suit Dad." Ben said. "A DJ isn't a good idea. Get a band to play. They don't have to be big. Just a simple request band. That's a lot easier then a guy with a turntable and millions of Cd's." Peter shook his head.

"I should just get a friend to do it." he muttered. He shook his head and walked towards the door. He stopped and looked back at Ben. "You wouldn't mind picking Mayday up would you Ben?"

"Huh?" he asked. He looked up from the piece of paper he was reading. "Uh, I guess." He got up from the table and took his coat off of the coat hook he had set it on. Everything had been too perfect lately. He walked out of the apartment, and down the stairs. He walked out of the building to the cold streets of New York. Half an hour later Ben returned with Mayday walking right beside him into the apartment. There was a high pitched scream. Ben's eyes darted to the window.

_And it was all quiet and peaceful_, he thought. He looked around and remembered the suit was in his dorm. _I don't have time for that. Have to go with what I've got with me_. He pulled the mask out of one of his coat pockets and casually strolled into his old room where he pulled out an old hooded sweatshirt with a spider emblem on it.

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A/N: Well next chapter reveals the villain for this story. Bound to be good... hopefully. Also... Go crazy guessing who the villan is gonna be. I want to see who is good at guessing, or just has a lot of luck.**


	4. DOA

**A/N: **Hey guys, this is just gonna be a quick chapter so I can get my creative juices flowing for the next chapter so don't start complaining that it's too short. Just think of it as a kind of "waiting-for-an-incredible-next-chapter" kind of chapter.

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**DOA**

Her blood ran quickly through her veins. The platinum blond hair flew behind her as she jumped from rooftop to rooftop. "Pleasure to see you again." a man laughed. She looked behind her.

_Damn it,_ she thought. A sly grin came to her face. "You know I'd love to stay and talk Fisk, but I'm afraid I have better things to do." she said. She walked to the edge of the rooftop. "Au revoir bon ami." She took one step back and she started to fall towards the ground. "Three, two, one." The second after one was said Ben swung by and caught her. "Right on time."

"Do you think I'd let you fall?" he asked. "Well, not yet. I still don't know who you are." As he started the swinging motion going back up the web detached itself from his wrist and his grip on her loosened. She jumped to a nearby rooftop and jumped across it. He shot another web and in a matter of seconds he was standing on top of a building looking down on Times Square. Below on the street bodies lay limp, blood stained the snow, and children and adults alike looked out nervously out of store windows. A lone black figure ran down the streets. His eyes looked towards it. Could it be? It wasn't possible. MacGargan had died so many years ago. He shook his head and the figure was gone.

"Looks like we're late Spider." the Black Cat said. "Until next time." She saluted him and left. He shook his head. Another villain got away. Well it wasn't his fault. He didn't know about it in time to save the day. He shook his head and shot a web. The sun shined in the New York sky. The beams of it glistened on the water edge. Ben detached a web from his wrist. He flew in mid-air for a few seconds and then started falling back towards the ground. He shot another web and pulled himself forward. He watched the people below as they talked to one another.

After a minute or two of slinging he landed on top of the apartment building his parents lived in. He stripped down to his street clothes and walked down the stairs of the of the apartment building. The world was silent and the blood was shed of many. He didn't know whether it was him to blame or someone else. It was just a bit of a disturbing fact. He walked into the apartment with his head held low.

"So what was it?" Gwen asked.

"A bunch of dead bodies in Times Square." he replied. "And a black figure running away."

"_Venom_" Peter thought.

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**A/N:** Again I'm sorry for the lack of recent updates, and the shortness of the chapter. I hope to have a full length one up soon. And I do believe I already know what the ending of this story will be. And no, Venom will not be featured in this story. It will be a bit more complex than that. I thank the reviewer/fellow writer who gave me the idea for it. 


	5. Dance, Dance We're Falling Appart

**A/N:** I thank all who reviewed and our villain will be the first character featured in this chapter. Hope you'll all like it.

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_**Dance, Dance We're Falling Apart To Half-Time**_

A girl stood in a cemetery in England by the grave of her dead mother. "Why?" she asked. "Why did he have to let you die?" Her hair was jet black and it went down to her waist. Her eyes were emerald green and tears ran down her face. She looked as though she was about 6' 2" and looked about 21 years old. Her skin had a bit of a tan, but under that tan was creamy white skin. She set a rose on the grave. Her name is Catherin Marie Rogers. She was in no way related to Steve Rogers. She was at the tender age of 10 while she still lived in New York her mother's life was taken in a rescue mission. She was with Spider-Man in a burning building trying to save innocent civilians. Seconds later the floor had collapsed and Spider-Man didn't save her. He left her to die. Her body had been singed badly, but she had died from lack of oxygen. No one knew Spider-Man was there. Catherin knew his secret identity. Peter Parker, she was going to find him and kill him for her mother.

Her tears dripped down onto the grass that covered her grave. She walked away from it. The tombstone read, "Jessica Drew Rogers, Loving Mother, Wife, and Spider-Woman. _"We Are Who We Chose To Be".

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Millions of miles away Ben Parker paced near the church. He wondered if this was the right thing to do. __"Will she show up?"_ he thought. _"She has to. She always does." _He gulped and the clock struck noon. It was mid-May and he walked out into the church. Steve Rogers, Tony Stark, Luke Cage, and even Aunt May were there. May had taken a turn for the worse when she hit 90, and she could die any day now. She smiled at him and he smiled back. Slowly the course of events started to unravel.

"You sure you want to do this Ben?" Normy asked.

"I'm sure." he replied. "I'm sure we're meant to be together."

"Yeah, whatever." he replied. Normy smirked as he looked out at the people sitting in the rows. "Is that Felicia Hardy?" Ben looked closer.

"Yeah, that is her." he replied.

"And that must be her daughter." Normy said. He pointed to the girl with the platinum blond hair he had seen at the Christmas Party. Gwen slowly marched down the isle. She looked up at him and smiled. The mutant known as Gambit made a cat call. Rogue looked over at him.

"Ah swear, ah'll make you forget everything you once knew sweetie." Rogue said. Gambit leaned back against the back of the row a bit. She stepped up on the alter and stood next to Ben. The priest started to say the whole speech. Finally when asked Gwen smiled happily and said, "I do." Soon the priest turned to Ben and asked him. "I do." he replied.

"You may now kiss the bride." he said. Gwen put her hands on his cheeks and he put his hands on her back. They slowly kissed each other passionately. Ben slipped his tongue into her mouth and rolled it around in her mouth.

"You can stop now." MJ called from the second row next to May.

"Oh just let them do what they want." Aunt May said. "You only have one first kiss when you first get married." MJ rolled her eyes. Seven hours later the wedding party had started.

"Here's to Ben and Gwen!" Sarah called holding up a glass of wine. The room cheered. Half an hour later everyone sat at a table. Gwen sat to the left of Ben. On his right hand side was Peter, and on the right side of Gwen was Sarah. Normy and Sarah both stood up and walked up to a podium like stand.

"I've known Ben since I was a little kid and we've always been friends." Normy said.

"And I've known Gwen since Ben introduced her to me when she first moved back here during our Junior year." Sarah said.

"And maybe I did try to hit on Gwen," Normy added.

"And I tried to kiss Ben a few times during Chemistry class," Sarah added.

"But that didn't do anything." they both said.

"Gwen saw me only as a friend." Normy said.

"And Ben saw me as a friend and a fellow crime fighter." Sarah added. "Here's to one of the finest of New Yorks newest heroes."

''And one of the most attractive blonds in the tri-state area." Normy added. The room whistled, cheered, and clapped. Shortly after the two returned to their seats and Peter and MJ came up. Mayday held onto MJ's wrist tightly.

"Well I don't see how we're gonna top that speech." Peter joked. The room laughed.

"Well, I was in labor for two hours with Ben." MJ said. "I'm glad it only took that long. Well now looking back things went by quite quickly. It feels like just yesterday when he said his first words. They were 'Go Spider-Man'."  
"But he didn't know that I was him." Peter added. "It was quite funny whenever he'd say that when he'd see news footage of me fighting someone or other."

"Yes, yes Peter." MJ said. "But I do believe that one of the saddest days in his life was when you retired from the business. But it also was quite a happy day for him too. He found out about his powers."

"But nothing compared to the day when he first brought Gwen over." Peter said. "It was like I was looking into my past. She looked exactly like he mother. She even had the same name."

"Yes well it sure is a good thing you two met up again." MJ replied. "And even better knowing that you didn't sleep with her." The room laughed. The reception went on with more and more guests stepping up and sharing their stories about the two. Finally the two stepped up to the microphone.

"Well thank you all for the gifts and the humorous stories," as Gwen said this she smiled. "You know, I think that this will be quite close to the perfect marriage."

''As long as I'm not killed, crippled, you're not taken hostage or killed, or any combination of the above." Ben said quietly. The room gave a soft laugh as he said it. He didn't intend for it to be a joke but he went along with the story. Hours later the dance floor was cleared. Gwen stood at the far end of the floor while Ben leaned up against the wall. MJ stood next to Gwen. She smiled at her new daughter in-law.

"Give 'em hell Gwen." she laughed. As she said this she handed her the bouquet and Ben walked up next to her. Both MJ and Ben spun Gwen around a few times so that her back faced the crowd of women. Mayday stood in the far back hoping that she was going to catch it.

"I'm gonna catch those flowers." she murmured. Ben Grimm who sat nearby laughed slightly.

"You're just like you Dad kid." he said. "Always determined to be the best."

"Three, two," MJ started to call still standing next to Gwen. "One, zero!" At zero Gwen through the bouquet into the crowd of women. They all lunged to it and Ben chuckled slightly.

"CAT FIGHT!" Franklin Richard yelled from a nearby table. Sure enough as he yelled this a cat fight broke out. They thought the bouquet was at the bottom of the pile while it lay five feet away from Mayday. She quickly noticed it and smiled. She ran as fast as her three-year old legs could carry her and she jumped on the flowers and quickly got back up. She held them up triumphantly.

"Oh God." Ben muttered.

"Who got it?" Gwen asked. She turned around and faced the crowd looking for the one who held the flowers.

"Mayday." he replied. As he said this he lightly hit his head up against the wall. Gwen pulled him back and into her arms. She looked up at him.

"Hey. It's ok." she said. She smiled as she said this. "It's only superstition." She put her warm hand on his cheek. He smiled back.

"Yeah, I know." he replied. "It's just Mayday will think that it's gonna happen and she'll get all upset when someone gets married before her."

"Big deal." she replied. "Does it affect you? No." She looked back at the crowd. "Come on, let's get out of here." Ben nodded and put his arm around Gwen's waist. The two walked out without their family and friends knowing they left. Gwen got in the back of the limo and changed out of the large bulky wedding dress and into a lavender top with jeans. She slid her lime green coat on over the shirt. She slowly put her black headband back into place on her head. Ben laughed and shook his head as she did this.

He took off the top of the tuxedo and unbuttoned the white shirt he wore and revealed a black t-shirt. He took the pants off and pulled a pair of jeans on. He took off the shoes he was wearing and put on a pair of tennis shoes. He tapped the limo driver on the shoulder. "Hey, can you drive us to the airport?" he said. The driver nodded and started to drive off into the dark night. Hours later the two sat in the terminal of the airport waiting for their flight. It had supposed to arrive at 10:35 P.M. but it never showed. Gwen looked up at the clock. It read 11:10.

"Well it looks like our flight isn't coming." she murmured. Ben nodded.

"Guess we'll just have to wait for the next flight out." he replied. He got up and walked up to the woman behind the counter. "Hey, when is our plane supposed to get here?" She looked up at him and tried to smile slightly.

"Er, well." she said. "It won't be here until five in the morning tomorrow."

"Thanks." he replied in a grim tone. He walked back to Gwen and sat down. "Well we're here for the rest of the night."

"Great." she said. "Just great."

**

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A/N: Any guesses where they're going anyone? Well you've came this far so review!**


	6. The Last Sunrise

**A/N: **Well hello again everybody. I hope everyone's been having a great life since last update. It's snowing again where I live and I'm hating it. Thanks to all those who gave reviews and I have to dedicate this chapter to Johnny Beatz.

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_**The Last Sunrise**_

Ben's eyes opened slowly and looked around the room and looked down at Gwen. Her head rested on his lap. He smiled and shook her shoulder lightly. She turned. "Just five more minutes Mom." Gwen said. Ben laughed quietly.

"It's Ben babe." he replied. Gwen opened her eyes and sat up in the seat she sat in. She kissed him softly on the cheek.

"What time is it?" she asked. Ben glanced up at the clock on the wall. The small hand was almost on the five and the large minute hand rested on the nine.

"4:45." he replied. "15 more minutes." She smiled at him and stood up. She slightly stretched her arms and legs.

"I'm gonna walk around the airport for a few minutes Ben." she said. "I'll be back in a few." Ben nodded in hearing what she had just said. He walked up to the counter where the woman had stood last night. Now she was replaced by a rather stout man. His head was shaved and he had glowing green eyes.

"How can I help you sir?" he asked.

"Yeah, my flight was canceled last night and I need these tickets exchanged for the next flight to my destination." Ben replied. "It's flight 815."

"Ah yes." he replied. "If you take it down to terminal F," the man pointed down the hallway to a far off terminal. Ben could barely see the large sign for the terminal that had the letter 'F' on it. "You'll be able to exchange your tickets there and boarding begins in 10 minutes so I advise you to get going." Ben nodded and walked back to the empty seat. Gwen still wasn't back and he wasn't going to leave without her. He walked briskly through the airport looking for her. Finally he found her coming out of a bathroom.

"We need to get going." he said. Ben looked up at the clock 4:42. He grabbed Gwen by the shoulder and slightly pulled her to Terminal F. A minute had passed by the time the two got there. Ben walked up to the counter and explained the situation and after three minutes the new tickets were printed out and given to the two. Two hours later the plane touched down in Denver. Ben and Gwen got up and walked off the plane slowly. Their next flight left in 20 minutes and they had to rush to the terminal. Even though it was almost seven in the morning the airport was still as busy as Newark would be at noon during the summer when all the families were flying in and out of New York. An hour and a half later the plane from Denver landed in San Diego. The passengers on the plane moved slowly to get out of the plane. Ben had gone through at least three air-sick bags on the flight out here.

"You can swing around New York at heights of 100 feet at nearly 100 miles per hour but you can't fly in a plane for one and a half hours and not get air sick?" Gwen whispered to him.

"Well there's a big difference Gwen." he replied. The two walked to the baggage terminal and waited for the three suitcases they had packed to show up and the luggage belt. Two and a half of those bags had belongings of Gwen. They were photo albums, jeans, shirts, blouses, skirts, shoes, and another lime green jacket in them. Ben had shaken his head at this fact and laughed slightly when he saw the three jet black luggage bags coming towards them. He grabbed them off the belt and picked up two.

"You know they have wheels on them Ben." she said. "You don't have to show off your strength." Ben shook his head slightly and put them back down. He pulled out the handles that you would hold onto to roll the bags around. Ben and Gwen dragged one each while Ben carried the third. "Well you'll finally get to meet my old friends sweety."

Ben chose not to say anything but continued to walk through the airport.

**New York City**

Peter, MJ, and Mayday Parker all woke up in their beds in the apartment in which they lived in. A slight crash of glass came from Ben's room. Mayday got up and opened the door. A woman with long black hair down to her butt looked at the little girl but jumped out the window. Mayday ran to the window and looked out. The woman flew off into the sky towards the blinding sun. Mayday said nothing and did nothing. She was too afraid.

Ben and Gwen drove through the city in a crimson colored Corvette towards the hotel in which they were staying at. Gwen walked up the stairs of the hotel to the fifth floor and used the key to open up the room. Behind her Ben lugged up the stairs as he carried the bags. "Would you stop making yourself look like such a wimp Ben?" she asked.

"Whatever." Ben replied as he rolled his eyes.

_**Several Weeks Later**_

The two newlyweds returned to New York in the middle of the week in May and tomorrow Ben would be graduating from ESU. He was majoring in molecular biology. He had taken chemistry in an effort to hopefully using both to help him in a project he planned on working on later that year. He would one day give up donning his mask as the red-and-blue clad vigilante that protected the citizens of New York. He stood atop the Empire State Building and looked out at the city. A warm spring breeze lofted through the evening air and the smells of pizza and other foods drifted through the air. Ben dove off the side of the building and plummeted several hundred feet before spinning a web. He yanked on the web and went sailing through the air. He knew that he couldn't ignore the crime but he had to be at his graduation. He heard a scuffle below him. He latched himself onto the side of a building above a dark alley. He looked down on two thugs mugging a woman.

"Hey there." he said smugly from above. "Hope you don't mind if I drop in." He dropped down on one of the thugs as he said this and the thugs head hit against the hard cement ground. Ben looked over at the other one and punched him in the gut. He spun web around the two and handed the woman her purse back. "There you go ma'am."

"Thank you Spider-Man." she replied. He nodded and shot a web and he went sailing back up into the air. The sun was on the horizon and it glowed with an orange tint. The sky was slightly pink and Ben knew it was high time to get back to his dorm. He jumped behind a bush behind the science building and stuffed his suit into a bag and he walked back to his dorm with one of the straps slung over his shoulder.

"Hello Ben." Doctor Connors said. Ben turned around and faced him. "I see that you're graduating tomorrow."

"Yes Doctor Connors." he replied.

"Micro biology right?" he asked.

"And chemistry." he replied. Dr. Connors smirked slightly.

"Don't see how you managed it Ben." he said. "I honestly don't know." He shook his head as he walked away. The next morning the sun hung slightly in the sky and Ben looked out the window and slipped the suit on. He shot a web out of the window of his dorm and slung off. He looked down on the campus and shot another web and pulled on it slightly and it sent him sailing through the air somewhat faster. A young woman from England sat in a coffee shop a few miles away. She went be the name Catherin Marie Rogers. She came for one reason. To kill Spider-Man. It was her destiny to kill him. Little did she know that Ben was Spider-Man not Peter.

It was high noon and Ben stood on the campus behind a large stage that had been set up for the graduation ceremony. He and Franklin chatted while waiting for the ceremony to start. "So how's Jacqueline?" Ben asked.

"She's ok." Franklin replied. "I'm just a bit worried about what happened to her after Galactus attacked her is all."

"Yeah well it's not every day a 100 foot alien ravager attacks New York." Ben replied.

"True." Franklin looked around through the crowd. "Have you seen Normy Ben?"

"Nope." he replied. "Maybe he's just forgotten about it."

"It's not like him to forget things like this Ben." the blond haired 21 year old male replied. "I mean, it's not everyday you get a degree from one of the top colleges in the United States." Music started in the background and the dean started the same speech he read every year. An hour later the name Ben Parker was announced through the microphone and was spat out through the speakers around the stage. A jeer came from the crowd from Gwen, MJ, Peter, Sarah, Aunt May, Mayday, Johnny Storm, Ben Grimm, and Sue and Reed Richards.

Ben walked up the steps onto the stage and was handed his diploma by the dean. Ben smiled and waved to the crowd and walked off slowly. There was a loud crash and an explosion lit the sky. Ben's head shot up and he ran behind the stage quickly. He ran towards a nearby chapel and pulled the graduation robe off to reveal the suit and he pulled his mask on. He shot a web up and he went crashing through a stained glass window.

Reed, Sue, Ben, and Johnny were already near the crash and were scoping out the damage when Ben arrived. A rather tall and slim woman wore the costume that Spider-Woman, or Jessica Drew as she was known by now, stood in the middle of the street. She held a man by the collar of his shirt and shot a venom blast from her finger. She then threw the man towards a building as if he was a piece of garbage. "Shit." Ben muttered. The man was dead and paramedics stood around him trying to revive him. Far above long locks of platinum blond hair blew in the wind.

"_Black Cat_." he thought. She jumped from atop the building and somersaulted through the air. She landed softly on her feet.

"Started the party without me Spider?" she asked. She cocked her eyebrow and grinned mischievously as she asked this.

"I didn't." he replied. "Ms. Iron Woman over there did."

"Well I hope she doesn't mind if I crash the party." she grinned. She ran towards the woman and struck her in her stomach with as much force as possible. The woman in the Spider-Woman costume lost her footing and was forced back several feet.

"Is that all you have?" she laughed. "Or are you going to make this a real contest."

"What makes you so confident missy?" Black Cat asked.

"Well the fact I don't look like a dyke in a costume." she replied with a grin.

"You bitch." she replied. The Black Cat struck her again and the woman blocked it. They were soon engaged in hand to hand combat.

"So what can I call you little girl?" the woman asked. She picked Black Cat up and threw her several feet up in the air and rose up into the air and punched her. She smiled. The Black Cat lost her breath for a few seconds but whirled around in the air and kicked her under her jaw and sent her head flailing backwards.

"Cat," she replied. "Black Cat." She grinned as she landed back on both of her feet on the ground. "And what about you?" The woman landed.

"Spider-Woman." she replied with a grin.

**

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A/N:** And that's all for this chapter. I already have the next parts, as in part three's, first six to eleven chapter names picked out, so there's only one chapter left in this one and I'm considering doing a spin-off from Catherin. Any suggestions would be appreciated. Also I wasn't trying to offend anyone with the use of 'dyke'. 


	7. So Long And Goodnight

**A/N: **Thanks for the reviews and in this chapter there will be death and will set up for the next part in the series. I've only planned for one more part but if readers want more I'll probably write more.

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_**So Long And Goodnight**_

"Ready to die bitch?" Cat asked. Spider-Woman grinned slyly.

"Bring it on." she replied. The two started to attack each other hand to hand. Ben knew there was something was up, but he didn't know what it was. He looked to his left. Reed Richards was nowhere in sight.

"_Where the fu-_" he started to think. But before he could finish his thought he was hit hard by Black Cat's body. His head hit hard against the black asphalt street. He was knocked unconscious for a few seconds. When his eyes opened again he felt a warm pool of liquid on the back of his head. He put his hand on the spot where he felt the liquid. "_Blood._" He tried to sit up and saw that Black Cat was laying on top of him passed out. He checked her pulse, it was fine. He gently picked her up and sat her up against a building. He turned his head back towards Spider-Woman and saw that the Human Torch, Reed Richards, Sue Storm, and the Thing lied in a pile of blood unconscious.

"You twisted psychotic sociopath." he said just loud enough for her to hear it.

"What's the matter little boy?" she asked. "Forgotten who my mother was already?"

"What the hell are you talking about?" he asked. She just grinned and went running at him. At full force she knocked him up into the air. She flew up after him.

"Embarrassing enough being beaten up by a girl Parker?" she laughed while soaring through the air after him.

_"How the hell does she know who I am?"_ Ben thought. Before he could react she hit him again. He went plummeting to the ground. In a last desperate attempt to save himself he shot a web and slung up above the skyline. He wasn't fast enough, she hit him with a hard punch under his jaw. There was a loud crack and Ben yelled in pain. His jaw his broken and it brought pain he had never felt before. He shot another web and swung up onto the roof of a building and lied down on the roof._ "That son of a bitch."_

"Is it nap time for little pathetic Parker?" she laughed.

_"I can't let this happen."_ Ben thought. He struggled to get up. It was no use, he was done for. The woman slammed her foot down on his chest. He fought against her trying to get he off him. She took her finger and put it near his nose.

"Nighty night Peter Parker." she said.

_"Peter Parker?"_ he thought. _"That's not my name. That's... She thinks I'm my dad. Wait, how does she ever know?" _She shot him with a nearly lethal blast of venom up towards his brain. He lay unconscious on that building waiting for someone to find him. Soon he was found by a group of paramedics who rushed him to a local hospital. Through the crowds he was pushed on a stretcher while some citizens cried and others cheered.

"How is he?" a doctor asked.

"He's in critical condition." another replied. "He may never wake up." For weeks Ben lay in the hospital bed while being visited by heroes such as Captain America, Ms. Marvel, Luke Cage and many others. Gwen had snuck in a few times at night to visit him unknowing to the nurses and doctors.

"Well Ben, I don't think that you're ever going to wake up again." she said one night. "They say sometimes you can hear people talking to you when you're, uh, in your condition." Tears started to roll down her cheeks. "Oh god Ben. Why you? Why you? Why did you have to go and be the hero? Why didn't you just let someone else take care of it?" She lay her head down on Ben's chest and cried. No one had even taken off the Spider-Man suit or the mask yet.

Another month passed and finally the plug was pulled. Newspapers across the world reported that Spider-Man had died and was to be buried in a cemetery outside of San Fransisco. When Peter and MJ had heard the news they were devastated but were ready to head out for San Fransisco. Gwen was, well, close to the verge of breaking. She had been out on a few dates that she had been forced to go out on by her mother and MJ, but found nothing interesting in the men they set her up with. It was late June when the funeral service happened. Millions gathered in the 75 acre cemetery and listened to the final farewells. Gwen stood next to Peter and MJ as she cried silently during the whole ceremony. At 8 PM the casket was lowered into a freshly dug hole. A large gravestone with the words "America needed a hero so I came to the rescue," and a giant statue of Spider-Man that was half the actual size of him.

After a year of living in New York both Gwen and Peter, MJ and Mayday moved to California. Gwen moved to LA with her boyfriend while Peter and MJ bought a house in San Fransisco waiting for that day that Mayday would finally become Spider-Girl. Waiting, until their time came and they could see him again. Everyday they visited that gravestone talking to him for hours on end.

**

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A/N:** I guess I should have made this longer but I just didn't have any good ideas. You're probably all wondering where I'm going to go after Ben died. Well you'll find out.


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